Mergers and Acquisitions

Acquisitions or Disposals by Hong Kong Listed Companies

Under the Hong Kong Stock Exchange Listing Rules ("Listing Rules"), a Hong Kong-listed company may be required to publicly disclose and in some cases obtain shareholder approval for acquisitions or disposals which exceed certain financial thresholds ("notifiable transactions"). In the case of acquisition of disposal of mineral or petroleum assets, a listed mineral company may also need to comply with additional requirements to procure a qualified professional to prepare a report on such assets according to certain recognised standards (a "Competent Person's Report"). In additional, where mineral or petroleum assets are being acquired, the listed mineral company may need to disclose information on the following:

  • Project risks arising from environmental, social, and health and safety issues;
  • Any non-governmental organisation impact on sustainability of mineral and/or exploration projects;
  • Compliance with host country laws, regulations and permits, and payments made to host country governments in respect of tax, royalties and other significant payments on a country by country basis;
  • Sufficient funding plans for remediation, rehabilitation and, closure and removal of facilities in a sustainable manner;
  • Environmental liabilities of its projects or properties;
  • Its historical experience of dealing with host country laws and practices, including management of differences between national and local practice;
  • Its historical experience of dealing with concerns of local governments and communities on the sites of its mines, exploration properties, and relevant management arrangements; and
  • Any claims that may exist over the land on which exploration or mining activity is being carried out, including any ancestral or native claims.

Under the Listing Rules, an acquisition or disposal will – depending on the size of the transaction – constitute a share transaction, a discloseable transaction, a major transaction, a very substantial transaction or a reverse takeover transaction. These transactions are subject to varying disclosure, announcement and shareholder approval requirements.

Please refer to our tables which illustrate how these types of transaction are categorised and provide a summary of the notification, announcement and shareholder approval requirements for each type of transaction.